Company Set-Up

Register your company today

Malta is a well-regulated EU jurisdiction boasting an attractive tax regime and an open market economy, meeting the demands of the global market and succeeding over the years in establishing strong and long-standing links with Europe and North Africa, through a liberal foreign investment policy and double taxation treaties with forty eight countries.

Maltese law provides for several forms of corporate entities, the most frequent form is by far the limited liability company, which may have the status of a public or private company. Furthermore, private companies may be either exempt or non-exempt. Companies may have multiple activities including those of a ‘holding’ and ‘trading’ nature. The Companies Act (Chapter 386 of the Laws of Malta) provides for straightforward and cost effective process with respect to company registration and maintenance.

Registration

Registration of a company mainly involves the reservation of the company’s name, the deposit of the issued share capital into a local bank account opened in the name of the company and the submission with the Maltese Registrar of Companies of a memorandum and articles of association signed by the shareholders or their representatives. Provided that all the necessary documentation is in hand, incorporation of such a company normally takes between twenty-four to forty-eight hours. The documentation to be submitted to the Registrar of Companies, prior to the incorporation of the company varies in accordance with the nationality of the directors and shareholders.

Share capital and shareholders

The share capital of the company may be denominated in any currency.

The minimum issued share capital is €1,165. At least 20% of the issued share capital (€233) must be paid up at the time of incorporation and deposited into a bank account in Malta. The shares in a limited liability company are usually subscribed by at least two shareholders, however The Companies Act also provides for an exception to the general rule that each limited liability company must have at least two shareholders. Such a company is commonly known as the single member company. A single member company is however subject to additional restrictions provided in the Companies Act, including that it must specify its main trading activity.

Registered address

The company must have a registered office in Malta that may also be used as the business address of the company.

A registered address in Malta with related back-office services are provided by Charles Scerri & Associates or by Bastille Malta Trustees Ltd, and can you as required.

Board of Directors and Company Secretary

A company must have at least 1 director (a corporate entity may act as director of a company). It is not necessary to have Maltese directors although having a resident director in Malta may be relevant for the purpose of securing a place of effective management and control in Malta for tax purposes. Charles Scerri & Associates and Bastille Malta Trustees Ltd, provide the service of directorship in a Maltese company.

The company must have a company secretary who must be an individual. Our firm offers company secretarial services.

Company compliance and company maintenance

A company is required to fulfill the following on-going and annual compliance matters:

  • To register for income tax purposes upon registration and submit a tax return every year.
  • To submit an annual, company return (containing information about the company, its shareholding, shareholders and officers) with the Maltese Registrar of Companies.
  • To prepare annual financial statements in accordance with the International Accounting Standards and to have the financial statements audited.

The above compliance services can be provided by Charles Scerri & Associates and by the sister company, Bastille Malta Trustees Limited.

Company registration costs

The official company registration fee due to the Registrar of Companies is calculated in accordance with the authorized share capital of the company, ranging from a minimum registration fee of €245 where the authorised share capital does not exceed €1,500 up to a maximum fee of €2,250 where the share capital exceeds €2,500,000. The above fees are payable to the Registrar of Companies at the time of registration.

Official annual company costs

An official fee due to the Registrar of Companies is payable every year upon the filing of the statutory company return showing details about the company, its shareholders, its directors etc. The annual fee is similarly to the registration cost, calculated in accordance with the authorized share capital of the company, ranging from a minimum fee of €100 (for companies with an authorised share capital of up to €1,500) up to a maximum fee of €1,400 (where the authorised share capital exceeds €2,500,000).

Due diligence

Under Maltese law service provider are expected to carry out adequate due diligence procedures to each shareholder, director or official the company. Such procedures are important in order to retain the reputation of the Maltese jurisdiction

Fiduciary Services & Trusts

Under Maltese law it is possible to hold shares through a fiduciary, thus, guaranteeing the anonymity of the beneficial owners. Through its affiliated company, is duly authorised and licenced by the Malta Financial Services Authority (MFSA) to provide fiduciary services, including fiduciary shareholder services and directorship services.

Where the shares of the company are held by a fiduciary, such as Bastille Malta Trustees Ltd, the identity of the beneficial owner remains undisclosed in the memorandum and articles of association and to the public. However, disclosure of the beneficial owners must be made with the bank at the time of opening the company’s bank account. Banks are regulated by very strict rules on professional secrecy and the beneficial owners’ identity may not be disclosed except in the course of criminal investigations.

At Charles Scerri & Associates we offer a cost-effective and efficient one-stop shop for company set-ups in Malta. Our services include registration with MFSA and Inland Revenue Department, provision of fiduciary services as well as company maintenance including preparation of financial statements, VAT returns, audits and tax returns. All our services are offered with utmost professionalism and confidentiality is assured.

It is emphasized that the above is intended only as general information and cannot substitute any professional advice on the matter in respect to particular situations.

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